Registering Foreign Company Branch in Singapore
Registering as a Branch of a Foreign Company - Singapore | ACRA
Registering a branch of a foreign company in Singapore involves several steps and requirements. Here's a breakdown of the process:
1. Appoint a Registered Filing Agent:
Foreign companies must engage a registered filing agent, such as a corporate service provider, to handle the registration process with the Accounting and Corporate Regulatory Authority (ACRA).
2. Ensure Necessary Requirements are Met:
Local Representative: The branch office must have at least one local representative who is a Singapore citizen, permanent resident, or Employment Pass holder.
Registered Address: The branch office needs a local registered address in Singapore (not a P.O. Box).
Company Name: The branch office must have the same name as the parent company.
3. Prepare Required Documents:
Parent company's name and address outside Singapore.
Certified copy of the parent company's certificate of incorporation.
Certified copy of the parent company's constitution.
Register of the directors of the parent company.
Particulars of the authorized local representative.
Statement of consent from the local representative.
Copy of the parent company's audited financial statements.
Notice with the parent company's registration number, business type, and legal structure.
4. Name Application and Approval:
Apply for name approval through ACRA. The name should be the same as the parent company's and must not be similar to existing companies or contain offensive words.
5. Submit Application via Bizfile+:
The filing agent will submit the application along with the required documents through ACRA's online portal, Bizfile+.
6. Pay Registration Fees:
There are fees associated with the name application and branch office registration.
7. Processing Time:
The registration process typically takes a few days, but it may take longer if further review or approvals are needed.
8. Post-Registration:
Taxation: The branch office will need to register for corporate tax with the Inland Revenue Authority of Singapore (IRAS).
GST: If the annual turnover exceeds S$1 million, the branch office must register for Goods and Services Tax (GST).
Annual Filing: The branch office needs to prepare financial statements in accordance with Singapore Financial Reporting Standards (FRS) and submit them to ACRA.
Licenses and Permits: Depending on the business activities, the branch office may need to obtain relevant licenses and permits from other government agencies.
Important Considerations:
A branch office is an extension of the parent company, so the parent company is liable for its debts and obligations.
The branch office must comply with the statutory and disclosure requirements of the Companies Act.
It's crucial to understand the tax implications and ongoing compliance requirements for a branch office in Singapore.
Let's delve deeper into some key aspects of registering a branch of a foreign company in Singapore:
1. Choosing a Registered Filing Agent:
Importance: A registered filing agent is mandatory. They act as your liaison with ACRA, ensuring all documentation is accurate and compliant. Their expertise can save you time and prevent costly errors.
Selection Criteria: Look for agents with:
Experience: Specifically with foreign company branch registrations.
Reputation: Check online reviews and testimonials.
Fees: Get a clear breakdown of their charges.
Communication: Ensure they are responsive and easy to understand.
Due Diligence: Don't hesitate to ask potential agents about their process and experience.
2. Local Representative: A Closer Look:
Responsibilities: The local representative is crucial. They are responsible for:
Ensuring the branch complies with Singaporean laws.
Acting as the point of contact for official communications.
Representing the branch in legal matters.
Eligibility: As mentioned, they must be a Singapore citizen, permanent resident, or Employment Pass holder. There are no specific residency requirements within Singapore for citizens or PRs. Employment Pass holders have their own residency requirements tied to their pass.
Appointment: The parent company appoints the local representative. Their consent is required.
3. Document Deep Dive:
Certified Copies: "Certified" means a notary public or another authorized official has verified the document's authenticity. This is important for foreign documents.
Parent Company's Constitution: This document outlines the company's internal rules and governance.
Audited Financial Statements: These provide a picture of the parent company's financial health. ACRA may require statements for the last two financial years.
Translation: If any documents are not in English, certified English translations are required.
4. Name Approval Nuances:
Availability: ACRA will check if the name is already in use or too similar to existing companies.
Restrictions: Certain words or phrases may be restricted or require additional approvals.
Same Name: While the branch must have the same name as the parent company, if that name is already taken in Singapore, you'll need to work with ACRA to find an acceptable variation.
5. Post-Registration Compliance: Beyond the Basics:
Accounting Records: Maintain proper accounting records in Singapore, even if the parent company's accounting is elsewhere.
Annual General Meeting (AGM): While not strictly required for branches, understanding the general principles of AGMs can be helpful for internal governance.
Changes to Information: Any changes to the branch's information (e.g., registered address, local representative) must be reported to ACRA promptly.
6. Tax Considerations:
Corporate Tax: Branch profits are subject to Singapore corporate tax.
GST: As mentioned, GST registration is mandatory if the annual turnover exceeds S$1 million. Even if it doesn't, voluntary registration might be advantageous in some cases.
7. Winding Up:
Formal Process: There's a formal process for winding up a branch office in Singapore. This involves notifying ACRA and other relevant authorities.
8. Key Differences between a Branch and a Subsidiary:
Legal Entity: A branch is not a separate legal entity from the parent company. A subsidiary is a separate legal entity.
Liability: The parent company is directly liable for the debts and obligations of a branch. In a subsidiary, the parent company's liability is generally limited to its investment in the subsidiary.
Submitting your Application via Bizfile
You're ready to submit your application to ACRA via Bizfile+! Here's a step-by-step guide to help you through the process:
1. Access Bizfile+:
Go to the ACRA website: https://www.acra.gov.sg/
Click on "Bizfile+" to access the online portal.
2. Login:
You'll need a Singpass account to log in to Bizfile+. This is typically the filing agent who will be handling the submission on behalf of the foreign company.
3. Navigate to Registration:
Once logged in, navigate to the "Register" section.
Select "Register new entity".
Choose the option for "Foreign Company Branch".
4. Fill in the Application Form:
You'll be presented with an online form to fill in. This will include:
Parent Company Information: Name, address, country of incorporation, etc.
Branch Office Information: Registered address in Singapore, business activities, etc.
Local Representative Information: Name, NRIC/FIN/Passport details, residential address, etc.
Other Required Details: Financial year-end, etc.
5. Upload Documents:
This is where you'll upload the required documents in soft copy format. Ensure they are:
Certified: By a notary public or other authorized official.
In English: Or with certified English translations.
Clear and Legible: Scanned copies should be high-quality.
Common document formats accepted are PDF, DOC, and JPG.
6. Review and Confirm:
Carefully review all the information you've entered and the uploaded documents for accuracy.
Make any necessary corrections before proceeding.
7. Pay the Fees:
There are fees associated with the branch office registration. You can typically pay these online via credit card or other accepted payment methods.
8. Submit the Application:
Once you've reviewed everything and paid the fees, submit the application.
9. Acknowledgement:
You should receive an acknowledgement of your submission, usually via email. This will typically include a transaction number for your application.
10. Processing Time:
ACRA typically processes branch office registrations within a few days. However, it may take longer if there are any issues with your application or if further review is required.
11. Updates and Notifications:
ACRA will notify you of the status of your application, usually via email. You can also track the progress of your application through Bizfile+.
Important Reminders:
Accuracy is Key: Double-check all information and documents before submitting. Inaccurate or incomplete submissions can cause delays.
Filing Agent Assistance: If you're using a filing agent, they will typically handle the entire submission process for you.
Timely Follow-up: If you don't hear back from ACRA within a reasonable timeframe, don't hesitate to follow up with them or your filing agent.
By following these steps and ensuring you have all the necessary information and documents, you can smoothly submit your application for registering a branch of a foreign company in Singapore via Bizfile+.
Processing Time
Here's the typical processing time for registering a branch of a foreign company in Singapore with ACRA:
Standard Processing Time:
ACRA generally aims to process branch office registrations within a few working days, assuming all your documents are in order and there are no complications. This is the ideal scenario.
Factors Affecting Processing Time:
Completeness of Documents: If your application is missing any required documents or information, it will cause delays. ACRA will likely reach out to you (or your filing agent) to request the missing items, which will add to the overall processing time.
Accuracy of Information: Any discrepancies or errors in the information provided can also lead to delays.
ACRA's Workload: At times, ACRA might experience a higher volume of applications, which could slightly extend the processing time.
Referral to Other Agencies: In some cases, ACRA might need to refer your application to another government agency for review or approval, especially if your business activities are in a regulated industry. This can significantly increase the processing time, potentially taking several weeks or even months.
How to Expedite the Process:
Engage a Registered Filing Agent: Experienced filing agents are familiar with ACRA's requirements and can help ensure your application is complete and accurate, minimizing the risk of delays.
Prepare Documents in Advance: Gather all the necessary documents well in advance and ensure they are certified and translated (if necessary) before starting the application process.
Double-Check Everything: Before submitting your application, meticulously review all the information and documents to ensure accuracy and completeness.
Important Note:
While ACRA strives to process applications efficiently, it's always advisable to allow some buffer time, especially if you have any time-sensitive business plans. Don't hesitate to check with your filing agent or ACRA directly if you have any concerns about the processing time.
Other Important Information
Here's some other important information to keep in mind about registering a branch of a foreign company in Singapore:
1. Ongoing Compliance:
Annual Filing: Even after registration, your branch office has ongoing compliance obligations. You'll need to file annual returns with ACRA, which include your financial statements. These statements must be prepared in accordance with Singapore Financial Reporting Standards (FRS), which are similar to International Financial Reporting Standards (IFRS).
Tax Filing: Your branch office will also need to file corporate tax returns with the Inland Revenue Authority of Singapore (IRAS) annually.
GST Filing (if applicable): If your branch office is GST-registered, you'll need to file GST returns regularly.
Keeping Records: Maintain accurate and up-to-date records of your branch office's transactions, finances, and important documents.
2. Legal and Regulatory Considerations:
Companies Act: Your branch office must comply with the provisions of the Singapore Companies Act.
Other Laws: Depending on your business activities, you may need to comply with other relevant laws and regulations in Singapore.
3. Opening a Corporate Bank Account:
After Registration: Once your branch office is registered, you can open a corporate bank account in Singapore. You'll typically need to provide the Certificate of Registration issued by ACRA and other supporting documents to the bank.
4. Business Licenses and Permits:
Industry-Specific: Depending on the nature of your business activities, your branch office may need to obtain specific licenses and permits from relevant government agencies in Singapore. For example, if you're in the food and beverage industry, you'll need a license from the Singapore Food Agency (SFA).
5. Intellectual Property:
Protecting Your Brand: If your parent company has any trademarks or intellectual property, it's a good idea to consider registering them in Singapore to protect your brand.
6. Data Protection:
PDPA Compliance: Singapore has a Personal Data Protection Act (PDPA). If your branch office handles personal data, you'll need to ensure compliance with the PDPA.
7. Employment Matters:
Employment Laws: If you plan to hire employees for your branch office, you'll need to comply with Singapore's employment laws, including those related to salaries, working hours, and leave entitlements.
8. Changes to Information:
Reporting Updates: If there are any changes to your branch office's information (e.g., registered address, local representative, business activities), you must report these changes to ACRA promptly.
9. Winding Up:
Formal Process: If you decide to close your branch office in the future, there's a formal winding-up process that you'll need to follow, which involves notifying ACRA and other relevant authorities.
By being aware of these important considerations and seeking professional guidance, you can ensure the smooth operation and compliance of your branch office in Singapore.
Registration Fees
Registering a branch of a foreign company in Singapore with ACRA involves a couple of fees:
Name Application Fee: This is a non-refundable fee of S$15 to apply for and reserve your company name. This is done before the actual registration.
Registration Fee: This is the fee for registering the branch office itself. The current fee is S$300.
Important Notes:
Payment Methods: ACRA typically accepts various payment methods, including credit/debit cards (Visa, MasterCard, American Express), PayPal, Apple Pay, or Google Pay.
Non-Refundable: The name application fee is usually non-refundable, even if your application is unsuccessful.
Where to Find the Official Fee Information:
ACRA Website: The most reliable source for fee information is the official ACRA website. You can usually find a section on "Fees" or "Charges" related to business registration.
Beyond ACRA Fees:
Keep in mind that these are just the fees payable to ACRA. You'll likely have other costs associated with setting up your branch office, such as:
Filing Agent Fees: If you use a corporate service provider as your registered filing agent, they will charge fees for their services.
Professional Fees: You might incur fees for legal, accounting, or tax advice.
Other Setup Costs: These could include office rent, equipment, and other business-related expenses.
It's always a good idea to factor in all these potential costs when budgeting for your branch office setup in Singapore.
Additional Resources:
ACRA Website: https://www.acra.gov.sg/
Inland Revenue Authority of Singapore (IRAS) Website: https://www.iras.gov.sg/
How Bestar can Help
Registering as a Branch of a Foreign Company - Singapore | ACRA
Bestar can be invaluable in navigating the complexities of setting up and running a branch office in Singapore. Here's how we can help:
Registration Process: Bestar can assist with the legal aspects of registering your branch office, ensuring all documents are correctly prepared and filed with ACRA.
Compliance: We can advise you on the legal requirements of operating a branch office in Singapore, including compliance with the Companies Act and other relevant laws.
Contracts and Agreements: Bestar can help you draft and review contracts with customers, suppliers, and other parties, ensuring your interests are protected.
Intellectual Property: We can advise on protecting your intellectual property in Singapore, including trademarks and patents.
Employment Law: Bestar can provide guidance on Singapore's employment laws, helping you navigate hiring, termination, and other employment-related matters.
Financial Reporting: Bestar can help you set up proper accounting systems and prepare financial statements in accordance with Singapore Financial Reporting Standards (FRS).
Tax Planning: We can advise on tax-efficient strategies for your branch office, taking into account Singapore's tax laws.
Auditing: Bestar can conduct audits of your branch office's financial statements, if required.
Bookkeeping: We can assist with day-to-day bookkeeping tasks, ensuring your financial records are accurate and up-to-date.
Tax Compliance: Bestar can help you comply with Singapore's tax laws, including corporate tax and GST.
Tax Optimization: We can identify opportunities to optimize your tax liability within the legal framework.
Tax Filing: Bestar can assist with preparing and filing your tax returns with IRAS.
GST Registration and Compliance: We can guide you through the GST registration process and ensure ongoing compliance with GST regulations.
Benefits of Engaging Bestar:
Expertise: Bestar has in-depth knowledge of Singapore's laws, regulations, and best practices.
Accuracy: We can help ensure your applications, filings, and documentation are accurate and complete, minimizing the risk of errors and delays.
Time Savings: Bestar can handle complex tasks, freeing up your time to focus on your core business activities.
Risk Mitigation: We can help you identify and mitigate potential legal, financial, and tax risks.
Ongoing Support: Bestar can provide ongoing support and advice as your branch office grows and evolves.
Choosing Bestar:
Experience: Bestar has experience in working with foreign companies and branch offices in Singapore.
Reputation: Check our reputation and seek recommendations from other businesses.
Communication: Bestar is responsive and communicates clearly.
By engaging Bestar, you can ensure your branch office in Singapore is set up and operated in a compliant and efficient manner, allowing you to focus on achieving your business goals.
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